Transfer of Business Assets: No Automatic Transfer of Selective Distribution or Trademark Licence Agreements

Distribution/IP law: Cass. com., 18 févr. 2026, n° 23-23.681

🔎The French Supreme Court confirms that the transfer of business assets including trademarks does not automatically entail the transfer of the selective distribution agreement for products marketed under said trademarks.

A distributing company benefited from a trademark licence and selective distribution agreements with a manufacturer, while both agreements were said indivisible. Following the manufacturer’s judicial liquidation, its assets, including the trademarks, were transferred to a purchaser, without any reference in the transfer of going concern agreement to the trademark licence or selective distribution agreements.

The distributing company argued that the transfer of the trademarks necessarily entailed the transfer of the licence and brought a contractual liability claim against the trademark owner for failure to supply the products.

Upholding the decision of the Court of Appeal, the French Supreme Court concluded that the trademark licence, indivisible from the selective distribution agreement, was not included in the assets transferred.

The ruling establishes a requirement for express and unequivocal consent from the transferee of business assets to take over of the distribution and licence agreements.

A decision to bear in mind when drafting your agreements.